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NOTICE of ANNUAL GENERAL MEETING ROYAL DUTCH SHELL PLC Circustheater, Circusstraat 4, 2586 CW the Hague, the Netherlands Tuesday May 19, 2015 at 10:00 (Dutch Time)

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NOTICE of ANNUAL GENERAL MEETING ROYAL DUTCH SHELL PLC Circustheater, Circusstraat 4, 2586 CW the Hague, the Netherlands Tuesday May 19, 2015 at 10:00 (Dutch Time) SEE INSIDE FOR NEWS OF SHAREHOLDER PRESENTATION IN LONDON NOTICE OF ANNUAL GENERAL MEETING ROYAL DUTCH SHELL PLC Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands Tuesday May 19, 2015 at 10:00 (Dutch time) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about what action to take, you should seek your own personal advice immediately from a financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are not, from another appropriately authorised financial adviser. If you have sold or transferred all your shares in Royal Dutch Shell plc (the “Company”), please give this letter and the accompanying documents to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser. 109934_01_Front_Cover - inside_front.indd 1 26-03-15 15:30 03 10 CONTENTS CHAIRMAN’S LETTER SHAREHOLDER RESOLUTION – SUPPORTING STATEMENT 04 NOTICE OF ANNUAL 11 GENERAL MEETING SHAREHOLDER NOTES 06 14 DIRECTORS’ BIOGRAPHIES ATTENDANCE ARRANGEMENTS 08 EXPLANATORY NOTES 15 ON RESOLUTIONS SHAREHOLDER PRESENTATION, LONDON AVAILABILITY OF DOCUMENTS The Company’s Annual Report and Form 20-F for the year ended December 31, 2014, and the Strategic Report 2014 can be found at www.shell.com/annualreport. The 2015 Notice of Annual General Meeting can be found at www.shell.com/agm. If you would like to obtain, free of charge, a paper copy of any of these documents, please contact one of the following: United Kingdom USA +44 (0)121 415 7073 +1 888 301 0504 E-COMMUNICATION If you are a registered shareholder and hold your shares in your own name, or you hold your shares in the Royal Dutch Shell Corporate Nominee, you can choose to view shareholder communications (for example, the Company’s Annual Report or Strategic Report) by means of our website instead of receiving paper communications. If you opt for website communications and provide us with your email address by registering online at www.shareview.co.uk/clients/shell, you will be sent a notification by email whenever such shareholder communications are added to our website, or in the absence of an email address you will be sent a notification by post. If you choose to view shareholder communications by means of our website, you may change your mind at any time or obtain, free of charge, a copy of the communication in paper form, by contacting our SPECIFICATIONS Registrar at the address below. The paper used for this document is Satimat Green, an FSC®-certified paper, Equiniti produced from 60% FSC-certified Aspect House recycled fibre and 40% FSC-certified Spencer Road virgin fibre. All virgin fibres are ECF Lancing bleached, without using chlorine gas. West Sussex The inks used are vegetable oil based. BN99 6DA United Kingdom 0800 169 1679 (UK) +44 (0)121 415 7073 ROYAL DUTCH SHELL PLC Registered in England and Wales, Headquarters: Carel van Bylandtlaan 30, Company number 4366849 2596 HR The Hague, The Netherlands Designed by Conran Design Group Registered office: Shell Centre, London, Registered with the Dutch Trade Register Printed by Tuijtel under ISO 14001 SE1 7NA, United Kingdom under number 34179503 109934_01_Front_Cover - inside_front.indd 2 26-03-15 15:30 CHAIRMAN’S LETTER 03 NOTICE OF ANNUAL GENERAL MEETING 2015 CHAIRMAN’S LETTER SHAREHOLDER PRESENTATION, LONDON A presentation has been arranged for shareholders at 11:00 (UK time) on Thursday May 21, 2015 – two days after the AGM – at Central Hall Westminster, Storey’s Gate, Westminster, London, SW1H 9NH, United Kingdom. The presentation is not part of the AGM; it is a separate meeting and, while all shareholders are invited to attend, it may be of particular interest to UK resident shareholders who wish to hear about the Company’s progress and ask questions in person. The Chairman will be present, along with Ben van Beurden, Chief Executive Officer and Simon Henry, Chief Financial Officer. Jorma Ollila Chairman Further details can be found on page 15. Dear Shareholder, I am pleased to invite you to the Company’s Annual I believe that each of the reappointments proposed AGM WEBCAST General Meeting (AGM) which will be held at the in Resolutions 3 to 13 are in the best interests of Shareholders unable to attend the AGM Circustheater, Circusstraat 4, 2586 CW The Hague, the Company. The biographical details of each in person can watch via our webcast which The Netherlands on Tuesday May 19, 2015. Director are given on pages 6 and 7 and I hope will be broadcast live at 10:00 (Dutch time), you will vote in support of these resolutions. 09:00 (UK time) on the day of the AGM. I will be standing down as a Director of the Shareholders who wish to follow the webcast Company at the close of business of this AGM and QUESTION AND ANSWER SESSION should log on to www.shell.com/agm/ I am delighted that Charles O. Holliday, currently The AGM provides an opportunity for you to ask webcast and follow the online instructions. a Non-executive Director, has agreed to succeed questions about the business set out in this Notice me as Chairman. Chad has a distinguished track and to raise other matters about the business of Further details can be found on page 12. record as an international businessman and his the Company. As Chairman of the AGM, I will appointment has the unanimous support endeavour to ensure that discussions are kept of the Board. relevant and that as many shareholders as possible have the opportunity to speak. BUSINESS OF THE AGM The business to be conducted at the AGM is set VOTING out in this Notice with explanatory notes concerning All resolutions for consideration at the AGM will each of the resolutions. The business is mainly be decided on a poll rather than a show of hands. of a routine nature for a listed company and your This means that a shareholder has one vote for Board recommends that you vote in favour of all the every share held. If you are not able to come to resolutions. This includes a shareholder resolution the AGM in person, I would urge you to vote by requesting additional disclosures to be made by the following the guidance notes on pages 11 to 13. Company in relation to risks associated with climate change, received pursuant to the UK Companies Yours faithfully, Act 2006 (Resolution 21). Jorma Ollila The AGM will be conducted in English although Chairman there will be Dutch translation facilities available. March 17, 2015 DIRECTORS In line with the UK Corporate Governance Code, all Directors will retire at the AGM and, subject to the Articles of Association and their wish to continue as a Director of the Company, seek reappointment by shareholders. As mentioned above, I will be standing down from the Board having served for nine years and will not be seeking reappointment. 109934_02_Chair_letter - notes.indd 3 26-03-15 15:32 04 NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING 2015 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting (the “AGM“) of Royal Dutch Shell (ii) to holders of other equity securities, as required plc (the “Company”) will be held at the Circustheater, Circusstraat 4, 2586 CW The Hague, by the rights of those securities or, as the Board The Netherlands at 10:00 (Dutch time) on Tuesday May 19, 2015, for the purposes of otherwise considers necessary, considering the following business: and so that the Board may impose any limits or To consider and, if thought fit, to pass the following RESOLUTION 12 restrictions and make any arrangements which it resolutions, with those numbered 1 to 16 and 19 That Patricia A. Woertz be reappointed considers necessary or appropriate to deal with and 20 being proposed as ordinary resolutions as a Director of the Company. treasury shares, fractional entitlements, record and those numbered 17, 18 and 21 being dates, or legal or practical problems arising in proposed as special resolutions. RESOLUTION 13 any overseas territory, the requirements of any That Gerrit Zalm be reappointed regulatory body or stock exchange or any other For ordinary resolutions to be passed, more than half as a Director of the Company. matter whatsoever; and of the votes cast must be in favour of the resolution, while in the case of special resolutions at least RESOLUTION 14 (B) three-quarters of the votes cast must be in favour. That PricewaterhouseCoopers LLP be reappointed in the case of the authority granted under Resolution as Auditor of the Company to hold office until the 17 and/or in the case of any sale of treasury RESOLUTION 1 conclusion of the next AGM of the Company. shares for cash, to the allotment (otherwise than That the Company’s annual accounts for the financial under paragraph (A) above) of equity securities year ended December 31, 2014, together with the RESOLUTION 15 or sale of treasury shares up to a nominal amount Directors’ report and the Auditor’s report on those That the Board be authorised to determine of €22 million, accounts, be received. the remuneration of the Auditor for 2015. such power to apply until the earlier of the close RESOLUTION 2 RESOLUTION 16 of business on August 19, 2016, and the end of That the Directors’ Remuneration Report, excluding That the Board be generally and unconditionally the next AGM of the Company but, in each case, the Directors’ Remuneration Policy set out on pages authorised, in substitution for all subsisting during this period the Company may make offers 91 to 98 of the Directors’ Remuneration Report, for authorities, to allot shares in the Company, and and enter into agreements which would, or might, the year ended December 31, 2014, be approved.
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